EXCELLENCE COMMERCIAL PROPERTY & FACILITIES ...360storage.hkej.com/ipo/06989.pdf2020/10/07  ·...

599
OFFERING GLOBAL 卓越商企服務集團有限公司 EXCELLENCE COMMERCIAL PROPERTY & FACILITIES MANAGEMENT GROUP LIMITED (Incorporated in the Cayman Islands with Limited Liability) Stock Code: 6989 Joint Bookrunners and Joint Lead Managers Joint Sponsors Joint Global Coordinators

Transcript of EXCELLENCE COMMERCIAL PROPERTY & FACILITIES ...360storage.hkej.com/ipo/06989.pdf2020/10/07  ·...

  • 卓越商企服務集團有限公司

    Excellence Com

    mercial P

    roperty & Facilities M

    anagement G

    roup Limited

    OFFERINGGLOBAL 卓越商企服務集團有限公司EXCELLENCE COMMERCIAL PROPERTY & FACILITIES

    MANAGEMENT GROUP LIMITED(Incorporated in the Cayman Islands with Limited Liability)

    Stock Code: 6989

    Joint Bookrunners and Joint Lead Managers

    Joint Sponsors

    Joint Global Coordinators

    Project Voyage_PPTUS cover(Eng)_ Open Size: 280 x 447mm (Spine width; 27mm)

  • IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice.

    EXCELLENCE COMMERCIAL PROPERTY &FACILITIES MANAGEMENT GROUP LIMITED

    卓越商企服務集團有限公司(Incorporated in the Cayman Islands with limited liability)

    GLOBAL OFFERINGNumber of Offer Shares

    under the Global Offering: 300,000,000 Shares (subject to the

    Over-allotment Option)Number of Hong Kong

    Public Offer Shares: 30,000,000 Shares (subject to

    reallocation)Number of International Placing

    Shares: 270,000,000 Shares (subject to

    reallocation and the Over-allotment Option)

    Offer Price : Not more than HK$10.68 per OfferShare and expected to be not lessthan HK$9.30 per Offer Share,plus brokerage of 1%, SFCtransaction levy of 0.0027% andStock Exchange trading fee of0.005% (payable in full onapplication in Hong Kong dollarsand subject to refund)

    Nominal value : HK$0.01 per ShareStock code : 6989

    Joint Sponsors

    Joint Global Coordinators

    Joint Bookrunners and Joint Lead Managers

    SECURITIES (HK)

    Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibilityfor the contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoeverarising from or in reliance upon the whole or any part of the contents of this prospectus.A copy of this prospectus, having attached thereto the documents specified in the paragraph headed “Documents Delivered to the Registrar of Companies” in AppendixV to this prospectus, has been registered with the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up andMiscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kongtake no responsibility for the contents of this prospectus or any other document referred to above.The final Offer Price is expected to be fixed by agreement between the Joint Representatives (on behalf of the Underwriters) and our Company on the PriceDetermination Date, which is expected to be on or around Monday, October 12, 2020 and in any event, not later than Tuesday, October 13, 2020. The Offer Pricewill be not more than HK$10.68 and is currently expected to be not less than HK$9.30. If, for any reason, the final Offer Price is not agreed by Tuesday, October13, 2020 between the Joint Representatives (on behalf of the Underwriters) and our Company, the Global Offering will not proceed and will lapse.The Offer Shares have not been and will not be registered under the U.S. Securities Act and may not be offered, sold, pledged or transferred, except pursuant to anexemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with any applicable U.S. state securitieslaws. The Offer Shares are being offered and sold only outside the United States in offshore transactions in reliance on Regulation S.The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint Representatives (on behalfof the Hong Kong Underwriters) if certain grounds for termination arise prior to 8:00 a.m. on the Listing Date. Such grounds are set out in“Underwriting—Underwriting Arrangements and Expenses—Hong Kong Public Offering—Grounds for Termination” in this prospectus.Share certificates for the Global Offering will only become valid certificates of title at 8:00 a.m. on Monday, October 19, 2020 provided that (i) the Global Offeringhas become unconditional in all respects and (ii) neither of the Underwriting Agreements has been terminated.

    IMPORTANT

    October 7, 2020

  • Date(1)

    Latest time to complete electronic applications under the

    White Form eIPO service through the designated websitewww.eipo.com.hk(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:30 a.m. on Monday,

    October 12, 2020

    Application lists of the Hong Kong Public Offering open(3) . . . . . . . 11:45 a.m. on Monday,

    October 12, 2020

    Latest time for lodging WHITE and YELLOWApplication Forms and giving electronic applicationinstructions to HKSCC(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12:00 noon on Monday,

    October 12, 2020

    Latest time to complete payment of White Form eIPOapplications by effecting internet banking transfer(s) or

    PPS payment transfer(s). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12:00 noon on Monday,

    October 12, 2020

    Application lists of the Hong Kong Public Offering close(3) . . . . . . 12:00 noon on Monday,

    October 12, 2020

    Expected Price Determination Date(5) . . . . . . . . . . . . . . . . . . . . . Monday, October 12, 2020

    Announcement of the Offer Price, the levels of indication

    of interest in the International Placing, the level of

    applications in respect of the Hong Kong Public Offering and

    basis of allocation under the Hong Kong Public Offering

    to be published on the website of the Stock Exchange

    at www.hkexnews.hk and our Company’s websiteat www.excepm.com(6) on or before . . . . . . . . . . . . . . . . . . . . . . Friday, October 16, 2020

    Results of allocations in the Hong Kong Public Offering

    (with successful applicants’ identification document numbers,

    where appropriate) to be available through a variety of

    channels as described in “How to Apply for the Hong Kong

    Public Offer Shares—11. Publication of Results” from . . . . . . . . Friday, October 16, 2020

    Results of allocations in the Hong Kong Public Offering to be

    available at www.iporesults.com.hk (alternatively:English: https://www.eipo.com.hk/en/Allotment;Chinese: https://www.eipo.com.hk/zh-hk/Allotment)with a “search by ID” function on . . . . . . . . . . . . . . . . . . . . . . . Friday, October 16, 2020

    EXPECTED TIMETABLE

    – i –

  • Dispatch/Collection/Deposit of Share certificates into CCASS

    in respect of wholly or partially successful applications

    pursuant to the Hong Kong Public Offering on or before(7) . . . . Friday, October 16, 2020

    Dispatch of White Form e-Refund payment instructions/refundcheques in respect of wholly successful (in the event that

    the final Offer Price is less than initial price per Hong Kong

    Public Offer Share payable on application) and wholly or

    partially unsuccessful applications pursuant to the Hong Kong

    Public Offering on or before(8) . . . . . . . . . . . . . . . . . . . . . . . . . Friday, October 16, 2020

    Dealings in the Shares on the Stock Exchange

    to commence on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, October 19, 2020

    Notes:

    (1) All times and dates refer to Hong Kong local times and dates except as otherwise stated. Details of the structureof the Global Offering, including the conditions of the Hong Kong Public Offering, are set out in “Structureand Conditions of the Global Offering” in this prospectus. If there is any change in this expected timetable,an announcement will be published.

    (2) You will not be permitted to submit your application to the White Form eIPO Service Provider through thedesignated website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If youhave already submitted your application and obtained a payment reference number from the designated websiteprior to 11:30 a.m., you will be permitted to continue the application process (by completing payment ofapplication monies) until 12:00 noon on the last day for submitting applications, when the application listsclose.

    (3) If there is/are a “black” rainstorm warning or a tropical cyclone warning signal number eight or above and/orextreme conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday, October12, 2020, the application lists will not open and close on that day. For more information, see “How to Applyfor the Hong Kong Public Offer Shares—10. Effect of bad weather and/or extreme conditions on the openingof the application lists” in this prospectus. If the application lists do not open and close on Monday, October12, 2020, the dates mentioned in this section may be affected. Announcement will be made by us in such event.

    (4) Applicants who apply by giving electronic application instructions to HKSCC should see “How to apply forthe Hong Kong Public Offer Shares—6. Applying by giving electronic application instructions to HKSCCvia CCASS” in this prospectus.

    (5) The Price Determination Date, being the date on which the final Offer Price is to be determined, is expectedto be on or around Monday, October 12, 2020 and in any event, not later than Tuesday, October 13, 2020. If,for any reason, the final Offer Price is not agreed by Tuesday, October 13, 2020 between the JointRepresentatives (on behalf of the Underwriters) and us, the Global Offering will not proceed and will lapse.

    (6) None of the website or any of the information contained on the website form part of this prospectus.

    (7) Applicants who apply for 1,000,000 Hong Kong Public Offer Shares or more and have indicated in theirApplication Forms that they wish to collect Share certificates (if applicable) and refund cheques (if applicable)in person may do so from our Hong Kong Share Registrar, Computershare Hong Kong InvestorServices Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai,Hong Kong from 9:00 a.m. to 1:00 p.m. on Friday, October 16, 2020 or any other date as notified by us as thedate of dispatch of Share certificates/e-Refund payment instructions/refund cheques. Applicants beingindividuals who are eligible for personal collection must not authorize any other person to make theircollection on their behalf. Applicants being corporations who are eligible for personal collection

    EXPECTED TIMETABLE

    – ii –

  • must attend by sending their authorized representatives each bearing a letter of authorization from hiscorporation stamped with the corporation’s chop. Both individuals and authorized representatives (ifapplicable) must produce, at the time of collection, evidence of identity acceptable to our Hong Kong ShareRegistrar, Computershare Hong Kong Investor Services Limited. Applicants who have applied on YELLOWApplication Forms may not collect their Share certificates, which will be deposited into CCASS for credit oftheir designated CCASS Participants’ stock accounts or CCASS Investor Participant stock accounts, asappropriate. Uncollected Share certificates and refund cheques will be dispatched by ordinary post to theaddresses specified in the relevant applications at the applicants’ own risk. For more information, see “Howto Apply for the Hong Kong Public Offer Shares” in this prospectus.

    (8) e-Refund payment instructions/refund cheques will be issued in respect of wholly or partially unsuccessfulapplications and also in respect of successful applications in the event that the final Offer Price is less thanthe initial price per Offer Share payable on application. Part of your Hong Kong identity card number/passportnumber or, if you are joint applicants, part of the Hong Kong identity card number/passport number of thefirst-named applicant, provided by you may be printed on your refund cheque, if any. Such data would alsobe transferred to a third party to facilitate your refund. Your banker may require verification of your HongKong identity card number/passport number before encashment of your refund cheque. Inaccurate completionof your Hong Kong identity card number/passport number may lead to delay in encashment of your refundcheque or may invalidate your refund cheque. For more information, see “How to Apply for the Hong KongPublic Offer Shares” in this prospectus.

    Share certificates are expected to be issued on Friday, October 16, 2020 but will onlybecome valid certificates of title provided that the Global Offering has becomeunconditional in all respects and neither of the Underwriting Agreements has beenterminated in accordance with its terms. Investors who trade Shares on the basis ofpublicly available allocation details prior to the receipt of Share certificates or prior to theShare certificates becoming valid certificates of title do so entirely at their own risk.

    EXPECTED TIMETABLE

    – iii –

  • This prospectus is issued by Excellence Commercial Property & Facilities

    Management Group Limited solely in connection with the Hong Kong Public Offering and

    does not constitute an offer to sell or a solicitation of an offer to buy any securities other

    than the Hong Kong Public Offer Shares offered by this prospectus pursuant to the Hong

    Kong Public Offering. This prospectus may not be used for the purpose of, and does not

    constitute, an offer or invitation in any other jurisdiction or in any other circumstances.

    No action has been taken to permit a public offering of the Offer Shares or the

    distribution of this prospectus in any jurisdiction other than Hong Kong. The distribution

    of this prospectus and the offering of the Offer Shares in other jurisdictions are subject

    to restrictions and may not be made except as permitted under the applicable securities

    laws of such jurisdictions pursuant to registration with or authorization by the relevant

    securities regulatory authorities or an exemption therefrom.

    You should rely only on the information contained in this prospectus and the

    Application Forms to make your investment decision. Our Company has not authorized

    anyone to provide you with information that is different from what is contained in this

    prospectus. Any information or representation not made in this prospectus must not be

    relied on as having been authorized by our Company, the Joint Sponsors, the Joint

    Representatives, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead

    Managers, the Underwriters, any of our or their respective directors, officers,

    representatives, employees, agents or professional advisors or any other person or party

    involved in the Global Offering.

    Page

    SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

    DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

    GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

    FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

    RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

    WAIVERS FROM STRICT COMPLIANCE WITH THE REQUIREMENTSUNDER THE LISTING RULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

    INFORMATION ABOUT THIS PROSPECTUS ANDTHE GLOBAL OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

    DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING . . . . . 83

    CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91

    CONTENTS

    – iv –

  • INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

    REGULATORY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109

    HISTORY, REORGANIZATION AND CORPORATE STRUCTURE . . . . . . . . . . 129

    BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141

    RELATIONSHIP WITH CONTROLLING SHAREHOLDERS . . . . . . . . . . . . . . . 236

    CONNECTED TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 243

    DIRECTORS AND SENIOR MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 257

    SUBSTANTIAL SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 272

    SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 274

    FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 275

    FUTURE PLANS AND USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 368

    CORNERSTONE INVESTMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 376

    UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 385

    STRUCTURE AND CONDITIONS OF THE GLOBAL OFFERING . . . . . . . . . . . 396

    HOW TO APPLY FOR THE HONG KONG PUBLIC OFFER SHARES . . . . . . . 407

    APPENDIX I ACCOUNTANTS’ REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1

    APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION . . II-1

    APPENDIX III SUMMARY OF THE CONSTITUTION OF THE COMPANYAND CAYMAN ISLANDS COMPANY LAW . . . . . . . . . . . . III-1

    APPENDIX IV STATUTORY AND GENERAL INFORMATION . . . . . . . . . . . IV-1

    APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OFCOMPANIES AND AVAILABLE FOR INSPECTION . . . . . V-1

    CONTENTS

    – v –

  • This summary aims to give you an overview of the information contained in thisprospectus. Since it is a summary, it does not contain all the information that may beimportant to you and is qualified in its entirety by and should be read in conjunction withthe full prospectus. You should read this prospectus in its entirety before you decide toinvest in the Offer Shares.

    There are risks associated with any investment. Some of the particular risks ininvesting in the Offer Shares are set out in “Risk Factors.” You should read that sectioncarefully before you decide to invest in the Offer Shares.

    OVERVIEWWe are a leading commercial property management service provider in China. Founded

    in 1999, we have been focusing on providing commercial property management services forabout 20 years, and have established our market reputation and a premium brand. Accordingto the F&S Report, the market size of commercial property management, in terms of revenue,accounted for 17.4% of the overall property management market in China in 2019; in terms ofthe revenue from basic property management services provided to commercial properties in2019, we ranked fourth among the commercial property management service providers inChina, and second among the commercial property management service providers in theGreater Bay Area. In addition, according to the F&S Report, in terms of the revenue from basicproperty management services provided to high-end commercial properties in 2019, we rankedthird among the commercial property management service providers in China, and first amongthe commercial property management service providers in the Greater Bay Area.

    We aim to provide comprehensive services along the industry chain to cover the fulllifecycle of our customers’ properties. As of May 31, 2020, we had 331 projects in 34 citiesunder management with an aggregate GFA(1) of 25.8 million sq.m., of which 111 projects withan aggregate GFA of 11.7 million sq.m. were located in the Greater Bay Area. These projectsincluded commercially properties, public and industrial properties and residential properties.Most of the properties under our management are located in first-tier or new first-tier cities.We manage these properties, as well as the facilities ancillary to these properties. In additionto the more conventional basic property management services, we have also developed a widerange of value-added services to satisfy our customers’ needs, including asset services,corporate services and specialized value-added services. We are one of the few propertymanagement service providers in the market which are specialized in providing comprehensiveservices to commercial properties. During the Track Record Period, we also provided financeservices, apartment leasing services and other services relating to our software developmentand technical maintenance services. We intend to dispose of our finance service business afterMay 3, 2021, three years after the incorporation of Shenzhen Zhuotou during which equityinterests in a micro-lending company cannot be transferred. See “Business—Finance Services”for the detailed plan. Our software development and technical maintenance services wasprovided by Zhenglian Haodong during the Track Record Period which we disposed in April2020. See “History, Reorganization and Corporate Structure—Reorganization—Disposal ofZhenglian Haodong.”

    We experienced a rapid growth during the Track Record Period. Our revenue increasedfrom RMB947.3 million in 2017 to RMB1,836.0 million in 2019, representing a CAGR ofapproximately 39.2%. Our revenue increased by 58.7% from RMB593.2 million for the fivemonths ended May 31, 2019 to RMB941.7 million for the five months ended May 31, 2020.The aggregate GFA(1) of the properties we were contracted to manage, including the propertiesunder our management and the undelivered properties to be managed by us, increased from13.1 million sq.m. as of December 31, 2017 to 20.1 million sq.m. as of December 31, 2018 andfurther to 33.2 million sq.m. as of December 31, 2019, representing a CAGR of approximately59.1%. Our contracted GFA further increased by 11.0% to 36.8 million sq.m. as of May 31,2020. The aggregate GFA(1) of the properties under our management increased from 11.4million sq.m. as of December 31, 2017 to 14.6 million sq.m. as of December 31, 2018 and

    (1) “Contracted GFA” refers to GFA managed or to be managed by our Group under our property managementservice agreements, including both our managed GFA and undelivered GFA, while “GFA under management”refers to GFA of properties that have been delivered, or are ready to be delivered by property developers, toproperty owners, for which we are already collecting property management fees in relation to contractualobligations to provide our services.

    SUMMARY

    – 1 –

  • further to 23.5 million sq.m. as of December 31, 2019, representing a CAGR of approximately43.9%. GFA under our management further increased by 9.7% to 25.8 million sq.m. as of May31, 2020. Our profit for the year/period increased from RMB136.4 million in 2017 toRMB233.6 million in 2019, representing a CAGR of approximately 30.9%. Our profit for theyear/period increased by 99.3% from RMB77.0 million for the five months ended May 31,2019 to RMB153.5 million for the five months ended May 31, 2020.

    OUR BUSINESS MODELDuring the Track Record Period, we generated revenue primarily from property

    management services. We also generated a small portion of revenue from finance services,apartment leasing services and other services relating to provision of software developmentand technical maintenance services during the Track Record Period.

    Property Management ServicesDuring the Track Record Period, the properties under our management primarily include:• commercial properties, including:

    o office buildings and commercial complexes; ando corporate buildings and office and R&D parks;

    • public and industrial properties, including government properties, educationalproperties, medical properties, storage and logistics centers and industrial parks; and

    • residential properties, including residential communities and apartments.We provide property management services to property developers, property owners,

    tenants, residents and property owners’ associations.The services we provided to properties under our management during the Track Record

    Period include:

    Value-added ServicesBasic PropertyManagement Services Asset Services Corporate Services

    SpecializedValue-added Services

    Commercial properties• Office buildings

    and commercialcomplexes

    • environmentalservices

    • security services• facility and

    equipment operationand maintenanceservices

    • comprehensivepropertymanagementservices

    • concierge services• carpark management

    services

    • preliminaryproperty consultingservices

    • space operationservices

    • second-handproperty leasingand sales agencyservices

    • asset-light propertyoperation services

    • corporateadministration andemployee benefitsupport services

    • services toemployees of ourcorporatecustomers

    • special engineeringand renovationservices

    • special cleaningservices such asfor office space

    • sales assistanceservices

    • turnkey andmove-in furnishingservices

    SUMMARY

    – 2 –

  • Value-added ServicesBasic PropertyManagement Services Asset Services Corporate Services

    SpecializedValue-added Services

    • Corporatebuildings andoffice and R&Dparks

    • environmentalservices

    • security services• facility and

    equipment operationand maintenanceservices

    • comprehensivepropertymanagementservices

    • concierge services• carpark management

    services• other additional

    propertymanagementservices

    • preliminaryproperty consultingservices

    • high-end servicesto seniorexecutives

    • corporateadministration andemployee benefitsupport services

    • services toemployees of ourcorporatecustomers

    • special engineeringand renovationservices

    • special cleaningservices such asfor office space

    Public and industrialproperties

    • environmentalservices

    • security services• facility and

    equipment operationand maintenanceservices

    • comprehensivepropertymanagementservices

    • carpark managementservices

    Not applicable Not applicable • special engineeringand renovationservices

    • special cleaningservices

    Residential properties • cleaning andgardening services

    • security services• repair and

    maintenanceservices

    • carpark managementservices

    • customer services

    • second-hand property leasing and sales agency services• space operation services• sales assistance services• turnkey and move-in furnishing services• clubhouse operation services

    Other BusinessesApart from our property management services, we also provided finance services,

    apartment leasing services and other services relating to provision of software developmentand technical maintenance services, each of which contributed an insignificant portion to ourrevenue during the Track Record Period.

    We established Shenzhen Zhuotou in May 2018 to provide finance services. Customers ofShenzhen Zhuotou are mainly individuals working for enterprises in Shenzhen or operatingtheir business in Shenzhen, who have funding needs for their property transactions. Revenuefrom finance services amounted to RMB19.6 million, RMB50.2 million and RMB24.4 millionfor 2018, 2019 and the five months ended May 31, 2020, respectively, accounting forapproximately 1.6%, 2.7% and 2.6% of our total revenue during the respective periods. As wecontinued to expand our property management business, we realized that the synergies betweenour finance services and property management services were not as significant as expected anddecided to transfer our entire equity interests to the Shenzhen Zhuotou Transferee, an affiliateof Excellence Group, subject to compliance with requirements imposed by the relevant laws

    SUMMARY

    – 3 –

  • and regulations, and strategically focus on property management business as our core business.See “Business—Finance Services” for details of our finance service business, the measures toaddress exposures to credit, operational, legal and compliance risks as well as the proposedtransfer.

    The table below sets forth a breakdown of our total revenue by business line for theperiods indicated:

    Year ended December 31, Five months ended May 31,2017 2018 2019 2019 2020

    (RMB’000) (%) (RMB’000) (%) (RMB’000) (%) (RMB’000) (%) (RMB’000) (%)

    Property managementservices:

    Basic propertymanagement services– Commercial property

    management services 663,171 70.0 842,771 68.9 1,196,455 65.2 400,734 67.6 602,674 64.0– Public and industrial

    property managementservices 40,526 4.3 53,880 4.4 203,437 11.1 35,341 6.0 136,649 14.5

    – Residential propertymanagement services 153,369 16.2 169,890 13.9 176,375 9.6 70,085 11.8 84,959 9.0

    857,066 90.5 1,066,541 87.2 1,576,267 85.9 506,160 85.4 824,282 87.5Value-added services 88,626 9.4 132,779 10.9 203,756 11.1 67,201 11.3 90,495 9.6

    945,692 99.9 1,199,320 98.1 1,780,023 97.0 573,361 96.7 914,777 97.1Other business:Finance services – – 19,615 1.6 50,194 2.7 18,306 3.1 24,427 2.6Apartment leasing services 411 0.0 2,746 0.2 3,171 0.2 689 0.1 1,970 0.2Other services 1,184 0.1 1,505 0.1 2,631 0.1 843 0.1 511 0.1

    Total 947,287 100.0 1,223,186 100.0 1,836,019 100.0 593,199 100.0 941,685 100.0

    During the Track Record Period, the steady growth of our revenue was primarily due tothe increased revenue from our property management services, which amounted to RMB945.7million, RMB1,199.3 million, RMB1,780.0 million and RMB914.8 million, contributingapproximately 99.9%, 98.1%, 97.0% and 97.1%, respectively, of our total revenue in the sameperiods. During the Track Record Period, the general increase in our total revenue fromproperty management services was primarily attributable to a steady growth of our total GFAunder management, which was 11.4 million sq.m., 14.6 million sq.m., 23.5 million sq.m. and25.8 million sq.m. as of December 31, 2017, 2018 and 2019 and May 31, 2020, respectively.

    SUMMARY

    – 4 –

  • The

    tabl

    ebe

    low

    sets

    fort

    ha

    brea

    kdow

    nof

    our

    tota

    lG

    FAof

    prop

    erti

    esun

    der

    man

    agem

    ent

    asof

    the

    date

    sin

    dica

    ted,

    and

    the

    tota

    lre

    venu

    efr

    omba

    sic

    prop

    erty

    man

    agem

    ent

    serv

    ices

    for

    the

    peri

    ods

    indi

    cate

    d,by

    type

    ofpr

    oper

    tyde

    velo

    per:

    Asof

    orfor

    they

    eare

    nded

    Dece

    mber

    31,

    Asof

    orfor

    thef

    ivemo

    nths

    ende

    dM

    ay31

    ,20

    1720

    1820

    1920

    1920

    20GF

    Aun

    der

    mana

    geme

    ntRe

    venu

    eGF

    Aun

    der

    mana

    geme

    ntRe

    venu

    eGF

    Aun

    der

    mana

    geme

    ntRe

    venu

    eGF

    Aun

    der

    mana

    geme

    ntRe

    venu

    eGF

    Aun

    der

    mana

    geme

    ntRe

    venu

    e(sq

    .m.’0

    00)

    (%)

    (RMB

    ’000

    )(%

    )(sq

    .m.’0

    00)

    (%)

    (RMB

    ’000

    )(%

    )(sq

    .m.’0

    00)

    (%)

    (RMB

    ’000

    )(%

    )(sq

    .m.’0

    00)

    (%)

    (RMB

    ’000

    )(%

    )(sq

    .m.’0

    00)

    (%)

    (RMB

    ’000

    )(%

    )

    Exce

    llenc

    eGro

    up(1

    )

    –Com

    merci

    alpro

    perti

    es1,8

    6616

    .435

    1,693

    41.0

    2,343

    16.1

    410,5

    6038

    .52,7

    7011

    .848

    8,782

    31.0

    2,343

    15.2

    165,9

    2032

    .82,8

    1710

    .922

    3,181

    27.1

    –Pub

    lican

    dind

    ustri

    alpro

    perti

    es10

    00.9

    4,344

    0.510

    00.7

    3,768

    0.410

    00.4

    3,245

    0.210

    00.6

    741

    0.110

    00.4

    1,175

    0.1–R

    eside

    ntial

    prope

    rties

    5,455

    48.0

    153,3

    6917

    .96,1

    0742

    .016

    9,506

    15.9

    7,285

    31.0

    173,6

    3111

    .06,1

    0739

    .568

    ,956

    13.6

    7,813

    30.3

    83,92

    910

    .2

    Subt

    otal

    7,421

    65.3

    509,4

    0659

    .48,5

    5158

    .858

    3,834

    54.7

    10,15

    443

    .266

    5,658

    42.2

    8,551

    55.3

    235,6

    1746

    .510

    ,729

    41.6

    308,2

    8537

    .4Th

    ird-p

    arty

    prop

    erty

    deve

    loper

    s(2)

    –Com

    merci

    alpro

    perti

    es2,9

    9526

    .431

    1,478

    36.4

    4,418

    30.4

    432,2

    1240

    .69,5

    4340

    .670

    7,673

    44.9

    5,215

    33.7

    234,8

    1446

    .510

    ,955

    42.4

    379,4

    9346

    .1–P

    ublic

    andi

    ndus

    trial

    prope

    rties

    948

    8.336

    ,182

    4.21,4

    7910

    .250

    ,113

    4.73,7

    2515

    .820

    0,192

    12.7

    1,583

    10.2

    34,60

    06.8

    4,025

    15.6

    135,4

    7416

    .4–R

    eside

    ntial

    prope

    rties

    –0.0

    –0.0

    107

    0.738

    20.0

    107

    0.52,7

    440.2

    107

    0.71,1

    290.2

    107

    0.41,0

    300.1

    Subt

    otal

    3,943

    34.7

    347,6

    6040

    .66,0

    0441

    .348

    2,707

    45.3

    13,37

    556

    .891

    0,609

    57.8

    6,905

    44.7

    270,5

    4353

    .515

    ,087

    58.4

    515,9

    9762

    .6

    Total

    11,36

    410

    0.085

    7,066

    100.0

    14,55

    410

    0.01,0

    66,54

    110

    0.023

    ,529

    100.0

    1,576

    ,267

    100.0

    15,45

    610

    0.050

    6,160

    100.0

    25,81

    610

    0.082

    4,282

    100.0

    (1)

    Incl

    udes

    prop

    erti

    esso

    lely

    deve

    lope

    dby

    Exc

    elle

    nce

    Gro

    upan

    dpr

    oper

    ties

    that

    Exc

    elle

    nce

    Gro

    upjo

    intl

    yde

    velo

    ped

    wit

    hot

    her

    prop

    erty

    deve

    lope

    rsin

    whi

    chpr

    oper

    ties

    Exc

    elle

    nce

    Gro

    uphe

    lda

    cont

    roll

    ing

    inte

    rest

    .

    (2)

    Ref

    ers

    topr

    oper

    ties

    sole

    lyde

    velo

    ped

    byth

    ird-

    part

    ypr

    oper

    tyde

    velo

    pers

    inde

    pend

    ent

    from

    Exc

    elle

    nce

    Gro

    up.

    SUMMARY

    – 5 –

  • During the Track Record Period, we derived a large portion of our revenue from managingproperties developed by Excellence Group. We have made continuous efforts to expand ourcustomer base to cover more third-party property developers, by the following means: (i)participating in tender and bidding process to secure landmark office building and commercialcomplex projects in our target cities, (ii) following the footprint of our key third-partycustomers and leveraging our comprehensive key customer management system and reputationof quality services to further expand our customer base, and (iii) pursuing strategic acquisitionsand investments, the criteria of which are set out in “Business—Business Strategies—RapidlyExpand Our Geographic Presence and Coverage of Property Types,” with a view to buildinglarger revenue sources and diversifying our property management portfolio. As of December31, 2017, 2018 and 2019 and May 31, 2020, properties developed by Excellence Groupaccounted for 65.3%, 58.8%, 43.2% and 41.6%, respectively, of our total GFA undermanagement; while properties developed by third-party property developers accounted for34.7%, 41.3%, 56.8% and 58.4%, respectively, of our total GFA under management for thesame periods. In 2017, 2018 and 2019 and the five months ended May 31, 2020, revenue fromservices provided to Excellence Group accounted for 10.1%, 9.6%, 10.6% and 13.2%,respectively, of our total revenue, and revenue from services provided to other third-partycustomers accounted for 89.3%, 89.9%, 89.0% and 86.1%, respectively. Based on (i) theexpected GFA of the property projects to be developed and delivered by Mr. Li’s Companiesin the next three years after taking into account the land bank and future property developmentplan of Mr. Li’s Companies and the historical growth trend as well as the existing propertymanagement contracts entered into with Mr. Li’s Companies; and (ii) the expected increase indemand for property management services from independent third party customers after takinginto account our efforts and plan to expand our portfolio of projects developed by independentthird-party developers through procurement of new property management projects developedby independent third-party developers and strategic acquisitions of third-party propertymanagement companies, it is estimated that our revenue generated from Mr. Li’s Companieswill gradually decrease to approximately 13.0% by December 31, 2022 while revenue frombasic property management services and contracted GFA attributable to properties developedby Excellence Group will gradually decrease to approximately 35% and 50%, respectively, byDecember 31, 2022.

    The following table sets forth the components of our cost of sales for the periodsindicated:

    Year ended December 31, Five months ended May 31,2017 2018 2019 2019 2020

    (RMB’000) (%) (RMB’000) (%) (RMB’000) (%) (RMB’000) (%) (RMB’000) (%)

    Staff costs 446,615 62.6 577,246 62.1 873,338 62.3 297,630 66.1 396,405 57.4Subcontracting costs 6,408 0.9 15,016 1.6 56,441 4.0 6,694 1.5 81,751 11.8Cleaning costs 78,484 11.0 122,264 13.2 178,955 12.8 58,386 13.0 79,979 11.6Repair and maintenance

    costs 35,098 4.9 39,516 4.3 73,883 5.3 21,775 4.8 29,442 4.3Utility costs 50,630 7.1 52,196 5.6 53,832 3.8 14,404 3.2 22,671 3.3Carpark expenses 31,012 4.3 36,434 3.9 42,404 3.0 16,129 3.5 17,369 2.5Office expenses 14,891 2.1 23,273 2.5 29,300 2.1 12,152 2.7 17,515 2.5Depreciation and

    amortization 7,109 1.0 12,570 1.4 25,292 1.8 6,179 1.4 15,761 2.3Rental expenses 11,639 1.6 16,718 1.8 19,727 1.4 6,814 1.5 7,643 1.1Other expenses(1) 31,931 4.5 33,714 3.6 49,401 3.5 10,388 2.3 21,757 3.2

    Total 713,817 100.0 928,947 100.0 1,402,573 100.0 450,551 100.0 690,293 100.0

    (1) Primarily included miscellaneous expenses such as costs incurred for holding community cultural eventsand activities, purchasing consumables as well as insurance expenses.

    OUR CUSTOMERS AND SUPPLIERSOur customer base primarily consists of property developers, property owners, property

    owners’ associations and tenants. In 2017, 2018 and 2019 and the five months ended May 31,2020, revenue from services provided to our single largest customer, Excellence Group,amounted to RMB95.5 million, RMB117.7 million, RMB194.3 million and RMB123.9 million,respectively, accounting for 10.1%, 9.6%, 10.6% and 13.2%, respectively, of our total revenue.

    SUMMARY

    – 6 –

  • In 2017, 2018 and 2019 and the five months ended May 31, 2020, revenue from services to ourfive largest customers amounted to RMB317.3 million, RMB383.2 million, RMB602.0 millionand RMB308.9 million, respectively, accounting for 33.5%, 31.4%, 32.9% and 32.9%,respectively, of our total revenue. See “Business—Customers.”

    Our suppliers are primarily subcontractors located in China who provide cleaning,security, greening, gardening, repair and maintenance services, and facility and equipmentmanagement services with qualification requirements under relevant laws and regulations. In2017, 2018 and 2019 and the five months ended May 31, 2020, purchases from our five largestsuppliers amounted to RMB70.4 million, RMB86.1 million, RMB85.4 million and RMB98.6million, respectively, accounting for 30.6%, 29.1%, 18.7% and 33.5%, respectively, of our totalpurchase for the relevant years and purchases from our single largest supplier amounted toRMB33.7 million, RMB44.2 million, RMB35.6 million and RMB37.9 million, accounting for14.7%, 14.9%, 7.8% and 12.9%, respectively, of our total purchase for the relevant years. See“Business—Suppliers.”

    OUR COMPETITIVE STRENGTHSWe believe that the following competitive strengths have enabled us to achieve a

    competitive position in the property management industry in the PRC and differentiated usfrom our competitors: (i) a leading commercial property management service provider in Chinawith a proven track record and strong brand recognition; (ii) property management services tocover the full lifecycle of properties and comprehensive asset services along the industry chainto maximize the value of our customers’ assets and increase our competitiveness; (iii)established reputation among well-known companies in various industries and a stable sourceof quality long-term customers brought by our bespoke comprehensive services; (iv)technology-backed services to enhance customer experience and management efficiency; (v)Independent business development capabilities and strong support from Excellence Group; and(vi) seasoned management team supported by established human resource management system.

    OUR BUSINESS STRATEGIESWe intend to implement the following strategies to solidify our leading position in China

    as a commercial property management service provider: (i) rapidly expand our geographicpresence and coverage of property types; (ii) expand the scale of our operations throughacquisitions and investments; (iii) continue to provide innovative value-added services; and(iv) use data analytics intelligence technologies to further enhance our operational efficiencyand service quality.

    SUMMARY OF KEY FINANCIAL INFORMATIONThe summary historical data of financial information set forth below have been derived

    from, and should be read in conjunction with, our consolidated audited financial statements,including the accompanying notes, set forth in the Accountants’ Report attached as AppendixI to this prospectus, as well as the information set forth in “Financial Information.” Ourfinancial information was prepared in accordance with HKFRS.

    Selected Consolidated Statements of Profit or Loss and Other Comprehensive Income

    Year ended December 31,Five months ended

    May 31,2017 2018 2019 2019 2020

    (RMB’000)

    Revenue 947,287 1,223,186 1,836,019 593,199 941,685Cost of sales (713,817) (928,947) (1,402,573) (450,551) (690,293)Gross profit 233,470 294,239 433,446 142,648 251,392Profit before taxation 184,100 211,270 316,747 104,896 196,034Profit for the year/period 136,393 156,559 233,565 77,046 153,520Attributable to:Equity shareholders of our

    Company 109,075 125,773 178,510 61,729 142,139Non-controlling interests 27,318 30,786 55,055 15,317 11,381

    SUMMARY

    – 7 –

  • Selected Consolidated Statements of Financial Position

    December 31, May 31,2017 2018 2019 2020

    (RMB’000)

    Total non-current assets 99,666 115,443 589,233 586,459Total current assets 898,610 1,265,330 1,962,630 1,433,914Total current liabilities 770,279 1,001,903 1,874,467 1,366,002Net current assets 128,331 263,427 88,163 67,912Total non-current liabilities 13,759 16,083 221,521 417,068Total equity/net assets 214,238 362,787 455,875 237,303Non-controlling interests 49,835 80,195 65,367 55,322

    Our net current assets decreased from December 31, 2019 to May 31, 2020, primarily dueto (i) a decrease in loans receivable mainly relating to our finance service business which weintend to dispose of; and (ii) a decrease in trade and other receivables mainly due to repaymentfrom related parties, partially offset by a decrease in trade and other payables, and an increasein bank loans and other borrowings.

    Our net assets decreased from December 31, 2019 to May 31, 2020, primarily due todividend of RMB353.7 million paid in May 2020 to Oriental Rich, the then equity shareholderof Shenzhen Dongrunze, an entity controlled by Mr. Li Wa, partially offset by profit for the fivemonths ended May 31, 2020 of RMB153.5 million.

    Summary Consolidated Statements of Cash Flows Data

    Year ended December 31,Five months ended

    May 31,2017 2018 2019 2019 2020

    (RMB’000)

    Operating cashflow beforechanges in workingcapital 190,632 227,637 361,936 121,523 200,507

    – Changes in workingcapital (75,644) (331,767) (102,896) (124,871) (43,365)

    – PRC corporate incometax paid (35,502) (59,810) (74,365) (44,560) (73,928)

    Net cash generatedfrom/(used in) operatingactivities 79,486 (163,940) 184,675 (47,908) 83,214

    Net cash (used in)/generated from investingactivities (53,861) (91,608) (764,551) (162,532) 871,597

    Net cash generated from/(used in) financingactivities 288,100 186,897 541,593 11,303 (939,235)

    Net increase/(decrease) incash and cashequivalents 313,725 (68,651) (38,283) (199,137) 15,576

    Cash and cash equivalentsas of the beginning ofyear/period 240,312 554,037 485,386 485,386 447,103

    Cash and cashequivalents as of theend of the year/period 554,037 485,386 447,103 286,249 462,679

    SUMMARY

    – 8 –

  • In 2018 and the five months ended May 31, 2019, we recorded net cash used in operatingactivities of approximately RMB163.9 million and RMB47.9 million, respectively, mainlybecause of the increase in loans receivables of RMB298.0 million and RMB118.2 million,respectively, as we commenced our finance service business in May 2018 and a significantincrease in trade and other receivables in the amount of RMB80.4 million and RMB85.5million, respectively, due to our business expansion.

    Key Financial Ratios

    As of or for the year endedDecember 31,

    As of or for thefive months

    ended May 31,2017 2018 2019 2020

    (RMB’000)

    Current ratio (times) 1.2 1.3 1.0 1.0Gearing ratio (%) – 41.3 102.0 178.6Return on total assets (%) 18.2 13.2 11.9 16.1Return on equity (%) 97.4 54.3 57.1 106.3

    Our gearing ratio increased significantly during the year ended December 31, 2019,mainly due to our increased bank loans during the period in connection with advances providedto Shenzhen Ruitexin Electromechanical Co., Ltd. (深圳銳特信機電設備有限公司) andShenzhen Wosidun Technology Co., Ltd. (深圳沃斯頓科技有限公司) mainly to support theirbusiness operations. See “Financial Information—Related Party Transactions.” Our gearingratio further increased to 178.6% as of May 31, 2020, primarily attributable to decrease in ourequity as of the respective date, mainly in relation to dividend declared to then equityshareholder of a subsidiary of RMB353.7 million during the period.

    Our return on total assets decreased from 18.2% as of December 31, 2017 to 13.2% as ofDecember 31, 2018, to 11.9% as of December 31, 2019, mainly because of the relatively lowreturn on assets attributable to finance services business which we commenced in May 2018.Our annualized return on total assets was 16.1% as of May 31, 2020, primarily due toimprovement in our profitability.

    Our return on equity decreased from 97.4% as of December 31, 2017 to 54.3% as ofDecember 31, 2018, which is mainly because of the retained profits during the Track RecordPeriod, which contributed to the continuous increase in our total equity. Our return on equityremained relative stable at 57.1% as of December 31, 2019. Our annualized return on equitywas 106.3% as of May 31, 2020.

    See “Financial Information – Summary of Key Financial Ratios” in this prospectus for thedefinitions and analysis of key financial ratios in the table above.

    CONTROLLING SHAREHOLDERS AND CONNECTED TRANSACTIONSImmediately following the completion of the Capitalization Issue and the Global Offering

    (without taking into account the exercise of the Over-allotment Option or Shares which maybe issued pursuant to the exercise of options granted under the Pre-IPO Share Option Schemeor options which may be granted under the Share Option Scheme), Urban Hero will holdapproximately 59.9% of the issued capital of our Company. Urban Hero is wholly owned byOriental Rich, which in turn is wholly owned by Mr. Li Wa. Hence, Mr. Li Wa, Oriental Richand Urban Hero will be our Controlling Shareholders upon completion of the Listing. See“Relationship with Controlling Shareholders”.

    We have entered into certain agreements with our connected persons which will constitutecontinuing connected transactions under Chapter 14A of the Listing Rules upon Listing. See“Connected Transactions”.

    PRE-IPO SHARE OPTION SCHEMEWe have adopted the Pre-IPO Share Option Scheme to incentivize and reward eligible

    participants for their contribution or potential contribution to our Group. On September 9,2020, options to subscribe an aggregate of 28,200,000 Shares were granted to a total of 37grantees, representing 2.35% of the issued share capital of our Company immediatelyfollowing the Global Offering, without taking into account any Shares which may be issuedpursuant to the exercise of the Over-allotment Option or Shares which may be issued upon theexercise of options granted under the Share Option Scheme. See “Appendix IV—Statutory andGeneral Information—D. Other Information—2. Pre-IPO Share Option Scheme”.

    SUMMARY

    – 9 –

  • GLOBAL OFFERING STATISTICSThe statistics in the table below are based on the assumptions that: (i) the Global Offering

    is completed and 300,000,000 Shares are issued in the Global Offering; and (ii) theOver-allotment Option is not exercised.

    Based on theminimum

    Offer Price ofHK$9.30 perOffer Share

    Based on themaximum

    Offer Price ofHK$10.68 per

    Offer Share

    Market capitalization of our SharesHK$11,160.0

    millionHK$12,816.0

    millionAdjusted consolidated net tangible asset value

    per Share(1) HK$2.09 HK$2.43

    (1) The adjusted consolidated net tangible asset value per Share is calculated after making the adjustments referredto in “Appendix II—Unaudited Pro Forma Financial Information.”

    DIVIDEND POLICYIn 2019, we declared a dividend of RMB104.7 million, which was distributed in May

    2020. On April 30, 2020, we declared a dividend of RMB353.7 million, which was alsodistributed in May 2020.

    We have no policy for future dividend payments. We currently intend to retain allavailable funds and earnings, if any, to fund the development and expansion of our business.Our Board has absolute discretion as to whether to declare any dividend for any year, and inwhat amount. We are a holding company incorporated under the laws of the Cayman Islands.As a result, the payment and amount of any future dividend will also depend on the availabilityof dividends received from our subsidiaries. PRC laws require that dividends be paid generallyout of the profit for the year calculated according to PRC accounting principles, which differin many aspects from the generally accepted accounting principles in other jurisdictions,including HKFRS. PRC laws also require foreign-invested enterprises to set aside at least 10%of its after-tax profits, if any, to fund its statutory reserves, which are not available fordistribution as cash dividends. See “Financial Information—Dividend and DistributableReserves.”

    USE OF PROCEEDSWe estimate that we will receive net proceeds of HK$2,866.0 million from the Global

    Offering, after deducting the underwriting commissions and other estimated expenses inconnection with the Global Offering, assuming that the Over-allotment Option is not exercised,without taking into account any Shares which may be issued upon exercise of any optionsgranted under the Pre-IPO Share Option Scheme or options which may be granted under theShare Option Scheme and assuming an Offer Price of HK$9.99 per Share (being the mid-pointof the indicative Offer Price range set forth on the cover page of this prospectus). We intendto use such net proceeds from the Global Offering for the purposes and in the amounts set forthbelow:

    • approximately 70.0%, or approximately HK$2,006.2 million, will be used for ourbusiness expansion, including strategic acquisitions and investments;

    • approximately 10.0%, or approximately HK$286.6 million, will be used to invest inadvanced information technology system;

    • approximately 5.0%, or approximately HK$143.3 million, will be used for facilityupgrades for the properties under our management;

    • approximately 5.0%, or approximately HK$143.3 million, will be used for attractingand nurturing talent; and

    • approximately 10.0%, or approximately HK$286.6 million, will be used for generalcorporate purposes.

    See “Future Plans and Use of Proceeds.”

    SUMMARY

    – 10 –

  • RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGEAs compared to our 401 contracted projects with a total contracted GFA of approximately

    36.8 million sq.m. as of May 31, 2020, we were contracted to manage 426 projects with anaggregate contracted GFA of 37.9 million sq.m. as of the Latest Practicable Date, including(i) 98 properties developed by Excellence Group with an aggregate contracted GFA of 21.2million sq.m. and (ii) 328 properties developed by third-party property developers with anaggregate contracted GFA of 16.7 million sq.m., among which one property was developed byan associate of Excellent Group with our contracted GFA of 100,000 sq.m. and GFA under ourmanagement of 76,000 sq.m. Among such aggregate contracted GFA as of the LatestPracticable Date, the aggregate GFA delivered for our management was 27.0 million sq.m.,including properties developed by Excellence Group with an aggregate GFA of 11.0 millionsq.m. and properties developed by third-party property developers with an aggregate GFA of16.0 million sq.m. Our Directors confirm that the material terms of the new propertymanagement services awarded by both Excellence Group and other third-party propertydevelopers, since May 31, 2020 and up to the Latest Practicable Date, are comparable to thoseentered into during the Track Record Period.

    Outbreak of COVID-19An outbreak of respiratory illness caused by a novel coronavirus (“COVID-19”) was first

    reported in late 2019 and continues to spread across the PRC and globally. On January 30,2020, the World Health Organization (the “WHO”) declared the outbreak of COVID-19 aPublic Health Emergency of International Concern (“PHEIC”). On March 11, 2020, the WHOfurther declared COVID-19 a pandemic. As of the Latest Practicable Date, the virus had spreadto over 210 countries and territories globally, and the death toll and number of infected casescontinued to rise. According to the data released on April 17, 2020 by the National Bureau ofStatistics of China, or the National Statistics Bureau, China’s first quarter GDP of 2020contracted by 6.8% in 2020 compared with the first quarter of 2019. However, according to theF&S Report, the outbreak of COVID-19 is expected to bring limited impacts to China’sproperty management industry in the long run due to the fact that (i) the size of the existingPRC property management market will unlikely be affected, as the current GFA undermanagement and the property management fee rates will not be affected by the COVID-19outbreak; and (ii) the property construction and sales activities have been delayed but havegradually resumed to normal operation.

    • Operating performance. As of May 31, 2020 and the Latest Practicable Date, wemanaged 72 and 76 projects in Hubei Province with the total GFA under ourmanagement remaining steady at approximately 1.7 million sq.m., representingapproximately 6.6% and 6.5%, respectively, of our total GFA under our managementas of the same date. Our exposure in Hubei province in terms of total revenuecontribution was 0.3%, 0.9%, 4.1%, 1.3% and 7.0%, respectively, in 2017, 2018 and2019 and the five months ended May 31, 2019 and 2020.

    • Financial performance. As of the Latest Practicable Date, we incurred aggregatecosts for implementing these enhanced measures in response to the COVID-19outbreak of approximately RMB2.9 million, for which we were subsidized forapproximately RMB1.8 million by the relevant local governments. This mainlyrepresents the material costs for masks, ethanol hand wash, disinfectants andinfrared thermometers. Our Directors believe that the additional costs associatedwith the enhanced measures, after taking into account the medical and cleaningsupplies distributed by local governments, and relevant regulatory supportivepolicies such as deduction of three-month payment of social insurance contributionswould have no significant adverse impact on our Group’s financial position for theyear ending December 31, 2020.Apart from the increase in costs in purchasing of the preventive necessities, in thefive months ended May 31, 2020, our revenue increased by 58.7% as compared tothat for the same period in 2019, primarily due to the continued increase in our GFAunder management as a result of our organic business growth and strategicacquisitions. In addition, we received financial subsidies from relevant localgovernments for actively participation in the outbreak of pandemic prevention andcontrol and enjoy supportive policies issued by relevant local governments in China.Revenue of our property management projects in Wuhan (excluding those of Wuhan

    SUMMARY

    – 11 –

  • Yuyang and Wuhan Huanmao which we acquired in 2019) also increased steadily bymore than 10.0% in the five months ended May 31, 2020 as compared to that for thesame period in 2019, while the standalone revenue of Wuhan Yuyang also increasedby more than 10.0% in the five months ended May 31, 2020 from that for the sameperiod in 2019. While Wuhan Huanmao did not record any revenue during the fivemonths ended May 31, 2019 as the relevant property was not delivered formanagement until late 2019, its revenue also experienced steady growth fromJanuary to May in 2020. As such, we believe that the outbreak of COVID-19 doesnot have material adverse impact on our financial performance.

    • Worst case scenario. We also estimate that, in the unlikely event that we are forcedto reduce or suspend part of our business operations, whether due to governmentpolicy or any other reasons beyond our control, due to the outbreak of COVID-19,and based on the assumptions below except that there would be 10% of the proceedsfrom the Global Offering as allocated for general business operations and workingcapital, our Group will remain financially viable for approximately 25 months. See“Financial Information—Liquidity and Capital Resources—Working Capital.” Ourkey assumptions of the worst case scenario where our business is forced to besuspended due to the impact of COVID-19 include: (i) we will not generate anyincome due to the suspension of business; (ii) all of our staff, including operationaland administrative staff, are encouraged to take unpaid leave under mutual consentor dismissed upon proper notice in accordance with the employment contract and nosignificant compensation is incurred; (iii) we may incur one-month staff cost todismiss front line staff assuming no mutual consent to take unpaid leave is obtainedfrom them; (iv) we will continue to incur the rental related payments includingrentals, management fees and other miscellaneous charges that are paid monthly; (v)minimal operating and administrative expenses will be incurred to maintain ouroperations at a minimum level (including basic head office maintenance cost,utilities expenses, fees to be incurred as a listed company such as annual listing fee,annual audit fee, financial reports and compliance adviser fee); (vi) the expansionplan is delayed under such condition; (vii) there will be no further internal orexternal financing from Shareholders or financial institutions; (viii) no furtherdividend will be declared and paid under such situation; (ix) our trade receivableswill be settled based on historical settlement pattern while trade payables will besettled when due; and (x) there are no material changes in the near future that wouldsignificantly affect the aforementioned key assumptions. The abovementionedextreme situation may or may not occur. The abovementioned analysis is forillustrative purpose only and our Directors currently assess that the likelihood ofsuch situation is remote. The actual impact from the outbreak of COVID-19 willdepend on its subsequent development; therefore, there is a possibility that suchimpact to our Group may be out of our Director’s control and beyond our estimationand assessment.

    Despite the recent outbreak of COVID-19 in the PRC, based on the above-mentionedfinancial performance since the outbreak of COVID-19 and considering the supportive policiesand financial subsidies from relevant local governments, our Directors confirm that theoutbreak does not have material adverse effect on our Group’s continuing business operationand sustainability. See “Risk Factors—Risks relating to our Business and Industry—Risksrelating to natural disasters, epidemics, acts of terrorism or war in the PRC and globally maymaterially and adversely affect our business. In particular, the recent outbreak of COVID-19could materially and adversely affect our results of operations and financial condition” and“Business—Effects of the COVID-19 Outbreak.” In response to the COVID-19 outbreak, wehave implemented a contingency plan and have adopted enhanced hygiene and precautionarymeasures across our office premises and managed properties. See “Business—Effects of theCOVID-19 outbreak—Our contingency plan and response towards the COVID-19 outbreak.”

    No Material Adverse ChangeAfter due and careful consideration, save for the aforesaid effects of the COVID-19

    outbreaks, our Directors confirmed that, since May 31, 2020 and up to the date of thisprospectus, there has been no material adverse change in our business operations, the businessenvironment in which we operate, as well as our financial or trading position, indebtedness,mortgage, contingent liabilities, guarantees or prospects.

    SUMMARY

    – 12 –

  • LISTING EXPENSESThe total listing expenses (including underwriting commissions) for the Listing of

    the Shares are estimated to be RMB115.2 million, representing approximately 4.4% of thegross proceeds from the Global Offering (assuming an Offer Price of HK$9.99 per Share andthe Over-allotment Option is not exercised, being the mid-point of the indicative Offer Pricerange), among which (i) approximately RMB88.6 million is directly attributable to the issuanceof Shares and will be charged to equity upon completion of the Listing, and (ii) approximatelyRMB26.6 million will be charged to our consolidated statements of profit or loss and othercomprehensive income for the year ending December 31, 2020. RMB12.8 million was chargedto our consolidated statement of profit or loss and other comprehensive income in the fivemonths ended May 31, 2020.

    NON-COMPLIANCE MATTERSDuring the Track Record Period, certain of our subsidiaries and branches failed to make

    full contribution to the social insurance and housing provident funds for some of our employeesas required under PRC law. See “Business—Legal Proceedings and Compliance—HistoricalNon-compliance Incidents Regarding Social Insurance and Housing Provident Funds.”

    RISK FACTORSOur operations involve certain risks, some of which are beyond our control. These risks

    can be broadly categorized into: (i) risks relating to our business and industry; (ii) risks relatingto doing business in the PRC; and (iii) risks relating to the global offering. Some of the risksgenerally associated with our business and industry include the following:

    • we may fail to secure new or renew our existing property management serviceagreements on favorable terms, or at all;

    • our future growth may not materialize as planned;• our future acquisitions may not be successful;• a significant portion of our operations are concentrated in the Greater Bay Area, and

    we are susceptible to any adverse development in government policies or businessenvironment in this region;

    • our intangible assets and goodwill may be subject to impairment losses;• we generated a substantial portion of our revenue from property management

    services on a lump-sum basis. We may be subject to losses if we fail to estimate orcontrol our costs in performing our property management services; and

    • a major portion of our revenue is generated from property management services weprovided in relation to properties developed and/or owned by Excellence Group.

    These risks are not the only significant risks that may affect the value of our Shares. Youshould carefully consider all of the information set forth in this document and, in particular,should evaluate the specific risks set forth in “Risk Factors” in this document deciding whetherto invest in our Shares.

    SUMMARY

    – 13 –

  • In this prospectus, unless the context otherwise requires, the following words and

    expressions have the following meanings. Certain technical terms are explained in

    “Glossary”.

    “Application Form(s)” WHITE Application Form(s), YELLOW ApplicationForm(s) and GREEN Application Form(s), or where thecontext so requires, any of such forms as used in the

    Hong Kong Public Offering

    “Articles of Association” or

    “Articles”

    the amended and restated articles of association of our

    Company, conditionally adopted on September 28, 2020

    and will come into effect upon the Listing, a summary of

    which is set out in Appendix III to this prospectus

    “associate(s)” has the meaning ascribed thereto under the Listing Rules

    “Autumn Riches” Autumn Riches Limited, a limited liability company

    incorporated in the BVI on December 2, 2019, which is

    wholly owned by Mr. Li Yuan (李淵)

    “Board” or “Board of Directors” the board of directors of our Company

    “business day” any day (other than a Saturday, Sunday or public holiday)

    on which banks in Hong Kong are generally open for

    business

    “BVI” the British Virgin Islands

    “CAGR” compound annual growth rate

    “Capitalization Issue” the issue of 899,999,000 Shares to be made upon

    capitalization of certain sum standing to the credit of the

    share premium account of our Company as referred to in

    “Appendix IV—Statutory and General Information—A.

    Further Information about Our Company—3. Resolutions

    in writing of our Shareholders passed on September 28,

    2020” to this prospectus

    “CCASS” the Central Clearing and Settlement System established

    and operated by HKSCC

    “CCASS Broker Participant” a person admitted to participate in CCASS as a broker

    participant

    DEFINITIONS

    – 14 –

  • “CCASS Clearing Participant” a person admitted to participate in CCASS as a direct

    clearing participant or general clearing participant

    “CCASS Custodian Participant” a person admitted to participate in CCASS as a custodian

    participant

    “CCASS Investor Participant” a person admitted to participate in CCASS as an investor

    participant who may be an individual or joint individuals

    or a corporation

    “CCASS Participant” a CCASS Broker Participant, a CCASS Clearing

    Participant, a CCASS Custodian Participant or a CCASS

    Investor Participant

    “China” or “PRC” the People’s Republic of China, but for the purpose of

    this prospectus and for geographical reference only and

    except where the context requires, references in this

    prospectus to “China” and the “PRC” do not apply to

    Taiwan, Macau Special Administrative Region and Hong

    Kong

    “close associate(s)” has the meaning ascribed thereto under the Listing Rules

    “CMB International Capital

    Limited”

    a licensed corporation to conduct Type 1 (dealing in

    securities), and Type 6 (advising on corporate finance) of

    the regulated activities for the purpose of SFO, being one

    of the joint sponsors, joint representatives, joint global

    coordinators, joint bookrunners and joint lead managers

    to the Global Offering

    “Companies Law” the Companies Law (as revised) of the Cayman Islands,

    as amended, supplemented or otherwise modified from

    time to time

    “Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of

    Hong Kong), as amended, supplemented or otherwise

    modified from time to time

    “Companies (Winding Up and

    Miscellaneous Provisions)

    Ordinance”

    the Companies (Winding Up and Miscellaneous

    Provisions) Ordinance (Chapter 32 of the Laws of Hong

    Kong), as amended, supplemented or otherwise modified

    from time to time

    DEFINITIONS

    – 15 –

  • “Company” or “our Company” Excellence Commercial Property & Facilities

    Management Group Limited (卓越商企服務集團有限公司), an exempted company incorporated in the CaymanIslands with limited liability on January 13, 2020

    “Company Law” or

    “PRC Company Law”

    Company Law of the PRC (中華人民共和國公司法), asamended, supplemented and otherwise modified from

    time to time

    “connected person(s)” has the meaning ascribed thereto under the Listing Rules

    “Controlling Shareholder(s)” has the meaning ascribed thereto under the Listing Rules

    and, unless the context requires otherwise, refers to Mr.

    Li Wa (李華), Oriental Rich and Urban Hero

    “core connected person(s)” has the meaning ascribed thereto under the Listing Rules

    “CSRC” the China Securities Regulatory Commission (中國證券監督管理委員會), a regulatory body responsible for thesupervision and regulation of the Chinese national

    securities markets

    “Deed of Indemnity” the deed of indemnity dated October 4, 2020 executed by

    our Controlling Shareholders in favor of our Company

    (for itself and on behalf of our subsidiaries) to provide

    certain indemnities, particulars of which are set out in

    “Appendix IV—Statutory and General Information —D.

    Other Information—3. Tax and other indemnities”

    “Deed of Non-competition” the deed of non-competition dated October 4, 2020 given

    by Mr. Li Wa (李華) in favor of our Company (for itselfand as trustee for each of our subsidiaries), particulars of

    which are set out in “Relationship with Controlling

    Shareholders—Deed of Non-competition”

    “Director(s)” director(s) of our Company

    “EIT” the PRC enterprise income tax

    “EIT Law” the Enterprise Income Tax Law of the PRC (中華人民共和國企業所得稅法), as amended, supplemented andotherwise modified from time to time

    DEFINITIONS

    – 16 –

  • “Ever Rainbow” Ever Rainbow Holdings Limited, a limited liability

    company incorporated in the BVI on November 20, 2019,

    which is wholly owned by Ms. Xiao Xingping (肖興萍)

    “Excellence Apartment

    Management”

    Shenzhen Excellence Apartment Management Service

    Co., Ltd. (深圳市卓越公寓管理服務有限公司), acompany established in the PRC with limited liability on

    June 5, 2018 and an indirect wholly-owned subsidiary of

    our Company

    “Excellence Boyuefu” Shenzhen Excellence Weilan Boyuefu Property

    Management Co., Ltd. (深圳市卓越蔚藍鉑樾府物業管理有限公司), a company established in the PRC withlimited liability on August 25, 2020 and an indirect

    wholly-owned subsidiary of our Company

    “Excellence Business Service” Shenzhen Excellence Business Service Co., Ltd. (深圳市卓越商務服務有限公司), a company established in thePRC with limited liability on August 20, 2009 and an

    indirect wholly-owned subsidiary of our Company

    “Excellence BVI” Excellence Commercial Property Management Group

    Limited, a limited liability company incorporated in the

    BVI on January 17, 2020 and a wholly-owned subsidiary

    of our Company

    “Excellence Dabaihui” Shenzhen Excellence Dabaihui Property Management

    Co., Ltd. (深圳市卓越大百匯物業管理有限公司), acompany established in the PRC with limited liability on

    June 13, 2017, which is indirectly owned as to 51% by

    our Company

    “Excellence Group” Excellence Real Estate and its subsidiaries

    “Excellence HK” Excellence (HongKong) Commercial Property Services

    Co. Limited (卓越(香港)商務不動產服務有限公司), alimited liability company incorporated in Hong Kong on

    March 6, 2020 and an indirect wholly-owned subsidiary

    of our Company

    “Excellence Operation

    Management”

    Shenzhen Excellence Operation Management Co., Ltd.

    (深圳市卓越運營管理有限公司), a company establishedin the PRC with limited liability on July 17, 2017 and an

    indirect wholly-owned subsidiary of our Company

    DEFINITIONS

    – 17 –

  • “Excellence Parking Technology” Shenzhen Excellence Parking Technology Service Co.,

    Ltd. (深圳市卓越停車場技術服務有限公司), a companyestablished in the PRC with limited liability on August

    10, 2018 and an indirect wholly-owned subsidiary of our

    Company

    “Excellence Property

    Management”

    Shenzhen Excellence Property Management Co., Ltd. (深圳市卓越物業管理有限責任公司), a company establishedin the PRC with limited liability on October 27, 1999 and

    an indirect wholly-owned subsidiary of our Company

    “Excellence Real Estate” Excellence Real Estate Group Co., Ltd. (卓越置業集團有限公司), a company established in the PRC with limitedliability on June 21, 1996, which is indirectly owned as to

    95% by Mr. Li Wa (李華) and 5% by Mr. Li Xiaoping (李曉平)

    “Excellence Real Estate

    Consulting”

    Shenzhen Excellence Real Estate Consulting Co., Ltd.

    (深圳市卓越地產顧問有限公司), a company establishedin the PRC with limited liability on June 8, 2000 and an

    indirect wholly-owned subsidiary of our Company

    “extreme conditions” any extreme conditions or events, the occurrence of

    which will cause interruption to the ordinary course of

    business operations in Hong Kong and/or that may affect

    the Price Determination Date or the Listing Date

    “Frost & Sullivan” or “F&S” Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., a

    global market research and consulting company, which is

    an Independent Third Party

    “F&S Report” an independent market research report prepared by F&S,

    which was commissioned by our Company for the

    purpose of this prospectus

    “Fuzhou Zhuoyue” Fuzhou Zhuoyue Property Management Co., Ltd. (福州卓悅物業管理有限公司), a company established in the PRCwith limited liability on December 16, 2019, which is

    indirectly owned as to 51% by our Company

    “GDP” gross domestic product

    “Global Offering” the Hong Kong Public Offering and the International

    Placing

    DEFINITIONS

    – 18 –

  • “Greater Bay Area” the Guangdong-Hong Kong-Macau Greater Bay Area

    “GREEN Application Form(s)” the application form(s) to be completed by the WhiteForm eIPO Service Provider, Computershare HongKong Investor Services Limited

    “Group”, “our Group”, “we”,

    “our” or “us”

    our Company and its subsidiaries or, where the context so

    requires, in respect of the period before our Company

    became the holding company of its present subsidiaries,

    such subsidiaries as if they were subsidiaries of our

    Company at that time

    “Haitong International Capital” Haitong International Capital Limited, a licensed

    corporation to conduct Type 6 (advising on corporate

    finance) of the regulated activity for the purpose of SFO,

    being one of the joint sponsors to the Global Offering

    “Haitong International Securities” Haitong International Securities Company Limited, a

    licensed corporation to carry on Type 1 (dealing in

    securities), and Type 4 (advising on securities) regulated

    activities for the purpose of SFO, being one of the joint

    representatives, joint global coordinators, joint lead

    managers and joint bookrunners of the Global Offering

    “Hangzhou Yongqin” Hangzhou Yongqin Property Management Co., Ltd. (杭州永勤物業管理有限公司), a company established in thePRC with limited liability on January 30, 2015, which is

    indirectly owned as to 60% by our Company

    “HKFRS” Hong Kong Financial Reporting Standards issued by the

    HKICPA)

    “HKICPA” Hong Kong Institute of Certified Public Accountants

    “HKSCC” Hong Kong Securities Clearing Company Limited, a

    wholly-owned subsidiary of Hong Kong Exchanges and

    Clearing Limited

    “HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary

    of HKSCC

    “Hong Kong” or “HK” the Hong Kong Special Administrative Region of the

    PRC

    DEFINITIONS

    – 19 –

  • “Hong Kong dollars” or “HK$” Hong Kong dollars, the lawful currency of Hong Kong

    “Hong Kong Public Offer

    Shares”

    the 30,000,000 new Shares (subject to reallocation) being

    initially offered by our Company for subscription in the

    Hong Kong Public Offering, as described in “Structure

    and Conditions of the Global Offering” in this prospectus

    “Hong Kong Public Offering” the issue and offer of the Hong Kong Public Offer Shares

    for subscription by public in Hong Kong for cash at the

    Offer Price (plus brokerage of 1%, Stock Exchange

    trading fee of 0.005% and SFC transaction levy of

    0.0027%) on and subject to the terms and conditions

    described in this prospectus and the Application Forms

    “Hong Kong Share Registrar” Computershare Hong Kong Investor Services Limited

    “Hong Kong Stock Exchange” or

    “Stock Exchange”

    The Stock Exchange of Hong Kong Limited

    “Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering,

    whose names are set out in “Underwriting—Hong Kong

    Underwriters” in this prospectus

    “Hong Kong Underwriting

    Agreement”

    the underwriting agreement dated October 6, 2020 and

    entered into among our Company, our Controlling

    Shareholders, our executive Directors, the Joint Global

    Coordinators, the Joint Bookrunners and the Hong Kong

    Underwriters relating to the Hong Kong Public Offering

    “ICP License” a value-added telecommunications business operation

    license issued by the relevant PRC government

    authorities with a service scope of information services

    “Independent Third Party(ies)” an individual(s) or a company(ies) who or which is/are

    not connected with (within the meaning of the Listing

    Rules) any Director, chief executive or substantial

    shareholders (within the meaning of the Listing Rules) of

    our Company, its subsidiaries or any of their respective

    associates

    DEFINITIONS

    – 20 –

  • “International Placing” the placing of the International Placing Shares at the final

    Offer Price to professional, institutional and other

    investors, as described in “Structure and Conditions of

    the Global Offering”

    “International Placing Shares” the 270,000,000 new Shares offered by our Company for

    subscription under the International Placing, subject to

    reallocation and the exercise of the Over-allotment

    Option, as described in “Structure and Conditions of the

    Global Offering”

    “International Underwriters” the underwriters of the International Placing, who are

    expected to enter into the International Underwriting

    Agreement

    “International Underwriting

    Agreement”

    the underwriting agreement expected to be entered into

    by, among others, our Company, our Controlling

    Shareholders, our executive Directors, the Joint Global

    Coordinators, the Joint Bookrunners, the Joint Lead

    Managers and the International Underwriters relating to

    the International Placing

    “Jiaxin Industrial” Shenzhen Jiaxin Industrial Co., Ltd. (深圳嘉信實業有限公司), a company established in the PRC with limitedliability on February 4, 2016, which is owned as to 65%

    by Ms. Xiao Xingping (肖興萍), our substantialshareholder and 35% by Mr. Li Yuan (李淵), son of Ms.Xiao Xingping

    “Jinan Likong” Jinan Likong Excellence Property Management Co., Ltd. (濟南歷控卓越物業管理有限公司), a company establishedin the PRC with limited liability on January 9, 2020,

    which is indirectly owned as to 58% by our Company

    “Joint Bookrunners” Haitong International Securities, CMB International

    Capital Limited, ABCI Capital Limited, GF Securities

    (Hong Kong) Brokerage Limited and China PA Securities

    (Hong Kong) Company Limited

    “Joint Global Coordinators” Haitong International Securities, CMB International

    Capital Limited and ABCI Capital Limited

    DEFINITIONS

    – 21 –

  • “Joint Lead Managers” Haitong International Securities, CMB International

    Capital Limited, ABCI Securities Company Limited, GF

    Securities (Hong Kong) Brokerage Limited and China PA

    Securities (Hong Kong) Company Limited

    “Joint Representatives” Haitong International Securities and CMB International

    Capital Limited

    “Joint Sponsors” Haitong International Capital and CMB International

    Capital Limited

    “Latest Practicable Date” September 29, 2020, being the latest practicable date for

    the purpose of ascertaining certain information in this

    prospectus prior to its publication

    “Listing” the listing of the Shares on the Main Board

    “Listing Committee” the listing sub-committee of the board of directors of the

    Hong Kong Stock Exchange

    “Listing Date” the date on which dealings in the Shares on the Main

    Board first commence

    “Listing Rules” the Rules Governing the Listing of Securities on the

    Hong Kong Stock Exchange, as amended, supplemented

    or otherwise modified from time to time

    “M&A Rules” the Rules on the Mergers and Acquisitions of Domestic

    Enterprises by Foreign Investors (關於外國投資者併購境內企業的規定), jointly promulgated by the State-ownedAssets Supervision and Administration Commission (國務院國有資產監督管理委員會), MOFCOM, SAT, SAIC,CSRC and SAFE on August 8, 2006 and amended by

    MOFCOM on June 22, 2009

    “Main Board” the stock exchange (excluding the option market)

    operated by the Hong Kong Stock Exchange which is

    independent from and operated in parallel with the

    Growth Enterprise Market of the Hong Kong Stock

    Exchange

    DEFINITIONS

    – 22 –

  • “Memorandum” or

    “Memorandum of Association”

    the amended and restated memorandum of association of

    our Company, conditionally adopted on September 28,

    2020, which will become effective upon Listing, as

    amended, supplemented or otherwise modified from time

    to time, a summary of which is set out in Appendix III to

    this prospectus

    “MOF” the Ministry of Finance of the PRC (中華人民共和國財政部)

    “MOFCOM” the Ministry of Commerce of the PRC (中華人民共和國商務部)

    “MOHURD” or “Ministry of

    Construction”

    the Ministry of Housing and Urban-Rural Development

    of the PRC (中華人民共和國住房和城鄉建設部) or itspredecessor, the Ministry of Construction of the PRC (中華人民共和國建設部)

    “NDRC” the National Development and Reform Commission of

    the PRC (中華人民共和國國家發展和改革委員會)

    “NEEQ” the National Equities Exchange and Quotations Co., Ltd.,

    a PRC over-the-counter system for trading shares of

    public companies

    “Offer Price” the offer price per Offer Share (exclusive of brokerage of

    1%, Stock Exchange trading fee of 0.005% and SFC

    transaction levy of 0.0027%) at which the Offer Shares

    are to be subscribed pursuant to the Global Offering, to

    be determined as further described in “Structure and

    Conditions of the Global Offering—Price Determination

    of the Global Offering”

    “Offer Share(s)” the Hong Kong Public Offer Shares and the International

    Placing Shares

    “Oriental Rich” Oriental Rich Holdings Group Limited (東潤控股集團有限公司), a limited liability company incorporated inHong Kong on July 5, 2007, which is wholly owned by

    Mr. Li Wa (李華). Oriental Rich is one of our ControllingShareholders

    DEFINITIONS

    – 23 –

  • “Over-allotment Option” the option expected to be granted by our Company under

    the International Underwriting Agreement to the

    International Underwriters, exercisable by the Joint

    Representatives (on behalf of the International

    Underwriters), pursuant to which our Company may be

    required to allot and issue up to an aggregate of

    45,000,000 additional new Shares at the Offer Price,

    representing 15% of the initial number of Offer Shares

    offered under the Global Offering, at the Offer Price to,

    among other things, cover the over-allocations (if any) in

    the International Placing, as described in “Structure and

    Conditions of the Global Offering”

    “PBOC” the People’s Bank of China (中國人民銀行), the centralbank of the PRC

    “PRC Government” the central government of the PRC and all governmental

    subdivisions (including provincial, municipal and other

    regional or local government entities) and organizations

    of such government or, as the context requires, any of

    them

    “PRC Legal Advisors” Tian Yuan Law Firm, legal advisors to our Company on

    PRC laws in connection with the Global Offering

    “Pre-IPO Share Option Scheme” the pre-IPO share option scheme adopted by our

    Company on September 9, 2020, the principal terms of

    which are summarized in “Appendix IV – Statutory and

    General Information – D. Other Information – 2. Pre-IPO

    Share Option Scheme

    “Price Determination Date” the date, expected to be on or around Monday, October

    12, 2020 but in any event not later than Tuesday, October

    13, 2020, on which the Offer Price will be determined for

    the purposes of the Global Offering

    “Principal Share Registrar